Acquisition and Proposed Placing

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN IMAGE SCAN HOLDINGS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) 596/2014 (MAR). ON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Image Scan Holdings plc
("Image Scan" or the "Company")

Proposed acquisition of Todd Research Limited for £3.25 million

Proposed Placing and Subscription to raise £1.25 million

Proposed Capital Reduction

and

Notice of General Meeting

Image Scan Holdings plc (AIM: IGE), specialists in the field of X-ray imaging for the security and industrial inspection markets, is pleased to announce that it has entered into a conditional agreement to acquire the entire issued share capital of Todd Research Limited ("Todd Research"), a UK developer and manufacturer of X-ray systems for security purposes from Supply 999 Holdings Limited (the "Vendor") for a total consideration of £3.25 million subject to a net asset adjustment (the "Acquisition") as set out in a share purchase agreement (the "Share Purchase Agreement").

The Acquisition is to be partially funded by £2.0 million of vendor loan notes and partially through a placing of 25,000,000 new Ordinary Shares (the "Placing") and subscription for 6,250,000 new Ordinary Shares (the "Subscription") in Image Scan at a price of 4 pence per share (the "Placing Price") to raise gross proceeds of approximately £1.25 million. Cantor Fitzgerald Europe are acting as sole bookrunner in connection with the Placing.

Highlights

Acquisition

·     Todd Research is a private, venture capital owned, UK based designer, manufacturer and supplier of X-ray scanners, which reported audited revenues of £2.1 million, generating gross profit of £1.4 million and profit before tax of £0.47 million in the 12 months ended 31 March 2018.

·     The Acquisition presents an opportunity to acquire a specialist security solutions business providing scale, complementary products, high quality earnings and access to accounts with UK government bodies, leading financial services and international blue chip corporates.

·     The total consideration for the Acquisition of £3.25 million will be funded from the proceeds of the Placing and Subscription and vendor loan notes. The total consideration represents a multiple of approximately 5 times the normalised earnings for the year ended 31 March 2018.

·     The Board expects the Acquisition to bring immediate benefits to the Company. Notwithstanding the dilutive effects of the Placing and Subscription, the Acquisition is expected to be enhancing to the Group's underlying earnings in the first full year post-completion.

·     The Company's Board of Directors will remain unchanged following completion of the Acquisition.

Financing the Acquisition

·      The total consideration of £3.25 million will be funded by a combination of:

o  £1.0 million from the proceeds of the Placing;

o  £0.25 million from the proceeds of the Subscription; and

o  £2.0 million of 8 per cent vendor loan notes to be repaid on or prior to 31 August 2020, compromising £1.0 million unsecured loan note and a £1.0 million secured loan note.

 The Placing and Subscription

·     A total of 25,000,000 new ordinary shares are to be issued in the Placing (the "Placing Shares") and a total of 6,250,000 new ordinary shares are to be issued pursuant to the Subscription ( the "Subscription Shares"). The Placing Shares and Subscription Shares will be issued at the Placing Price to raise gross proceeds of £1.25 million.

·     The Placing is being conducted through an accelerated bookbuilding process which will commence immediately following this announcement in accordance with the terms and conditions set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together being the "Announcement").

·     The Placing is conditional upon, amongst other things, shareholder approval at the General Meeting and admission of the Placing Shares to trading on AIM ("Admission").

·     Cantor Fitzgerald Europe is acting as sole bookrunner in connection with the Placing. A placing agreement has been entered into earlier today between the Company and Cantor Fitzgerald Europe in connection with the Placing (the "Placing Agreement"), which is not being underwritten.

·     Bill Mawer and Tim Jackson, Directors of the Company, intend to apply for 625,000 new Ordinary shares each in the Placing.

Capital Reduction

·     In addition to the Acquisition and Placing, the Company announces that it intends to undertake a share capital re-organisation (the "Capital Reduction"). The Board believes it is an appropriate time to create additional distributable reserves which would provide the Company with flexibility in relation to future dividends.

·     The Capital Reduction is conditional upon, amongst other things, shareholder approval and the approval of the Court.

General Meeting

The Placing and Capital Reduction will be conditional upon the approval of the resolutions relating to the proposed issue of the Placing and Subscription Shares and the Capital Reduction respectively as set out in the notice of General Meeting (the "Resolutions") by the Shareholders at the General Meeting to be held at the offices of Cantor Fitzgerald Europe, One Churchill Place, Canary Wharf, London, E14 5RB at 10.00 a.m. on 7 August 2018. A circular to shareholders (the "Circular") containing a notice of General Meeting is being posted to shareholders today and will be available on the Company's website www.ish.co.uk   

Bill Mawer, Executive Chairman and Chief Executive Officer of Image Scan commented:

"Image Scan is excited by the opportunities which this acquisition brings. We already know Todd Research well, having successfully sold their cabinet X-ray systems over the last two years.  For us, the acquisition is about quality of earnings and growth and, with its recurring revenue, high profitability and synergistic product range Todd Research will significantly enhance our business. Our immediate focus will be to develop new export channels through our extensive network of international partners and we are already primed to do this."

Enquiries

Image Scan Holdings plc	+44 (0)1509 817 400
Bill Mawer, Chairman and Chief Executive Officer	[email protected]
Sarah Atwell King, Company Secretary
Cantor Fitzgerald Europe	+44 (0)20 7894 7000
(Nominated Adviser and Broker)
Rick Thompson / Will Goode / Michael Boot (Corporate Finance)
Caspar Shand Kydd / Alex Pollen (Sales)

 

For further information on the Company, please visit www.ish.co.uk and for further information on the products, please visit: www.3dx-ray.com

 

Background to the Acquisition

Todd Research is a private, UK based designer, manufacturer and supplier of X-ray scanners, across a diverse range of public and private market channels. Its primary product range consists of cabinet X-ray scanners used for scanning mail and small packages in mail rooms, and in government and commercial buildings. The business services an array of markets and its customers include Government bodies, ), financial services companies and large international corporate entities.

In addition to its own products, Todd Research supplies a wide range of third party security systems, often as part of an integrated package, having first carried out a security needs assessment for the customer.

Typically, approximately 50 per cent. of Todd Research's income is derived from ongoing service contracts on its installed base of over 700 systems in, for example, embassies, banks, and government buildings, worldwide. As these systems are often deployed in public places, regular maintenance is compulsory, meaning customers must establish annual maintenance contracts.

Summary Financials of Todd Research

Year ended 31 March	FY16	FY17	FY18
Sales (£k)	1,844	1,885	2,138
Gross profit (normalised) (£k)	865	879	982
Gross profit margin (normalised)	47%	47%	46%
EBT (reported) (£k)	735	731	470*

 

*In the financial year ended 31 March 2018, pursuing an organic growth strategy rather than a sale of the business, Todd Research made a number of non-recurring investments together adding costs of £185k in the year. If these non-recurring costs are adjusted from FY2018, a normalised profit before tax of £655k is reached.

It is expected that Todd Research profits for part of August and September will be included in the accounts of the Enlarged Group for the year to 30 September 2018. Offset against this will be Acquisition costs of approximately £271,000.

The Directors believe that the Acquisition will be earnings enhancing in the first full year of ownership.

Strategic rationale for the Acquisition

The Directors consider the Acquisition to be in the best interests of the Company and its Shareholders as a whole for the following key reasons:

·     The Company is familiar with Todd Research's products and, under a distribution agreement signed in 2016, has demonstrated that new markets can be found for them through the Company's extensive routes to international security markets.

·     The Company and Todd Research bring together complementary expertise, complementary technology and access to complementary markets, helping the Enlarged Group enhance its position as a leading provider of security solutions. Todd Research will be integrated into Image Scan's trading subsidiary, 3DX-RAY Limited.

·     The Company will use its extensive network of international partners to promote Todd Research's products into a wide range of international markets where they have not previously been sold, drawing on the experience of marketing these products under the distribution agreement. The Company will also seek to exploit Todd Research's strong UK customer base to seek new outlets for its portable X-ray systems.

·     The Company plans to investigate how its wide portfolio of X-ray technology, detection techniques and image processing algorithms can be used to enhance Todd Research's cabinet X-ray to further increase their competitiveness and create new opportunities.

·     Todd Research has been run as a division within a larger company, so there are no senior corporate staff within the acquired business. However, the nine staff within the business will be integrated under the Directors and senior managers of the Company. Manufacturing of the cabinet X-ray systems will be moved to the Company's site in Loughborough and a serviced office facility is being sought for staff that will remain in Cambridgeshire. Todd Research has an established reputation for quality which is consistent with the ethos of the Group.

·     The Directors believe that the Acquisition could create the potential for further acquisitions with similar opportunities for synergy and growth.

Details of the Acquisition

On 16 July 2018, the Company entered into the Share Purchase Agreement with the Seller to conditionally acquire the entire issued share capital of Todd Research, for an aggregate sum of £3.25 million subject to adjustment as set out in the Share Purchase Agreement by reference to a target net asset value of £200,000.

The Seller has agreed, severally, to give warranties in relation to the Todd Research business to the Company. The warranties are qualified by the Disclosure Letter (as such term is defined in the Share Purchase Agreement) and certain limitations on liability. The maximum liability pursuant to the warranties given by the Seller is limited to £25,000. However, the Company has obtained warranty and indemnity insurance in respect of the balance up to £3.25 million. The time limit for bringing claims (other than for tax matters) expires two years after Completion (or seven years after Completion in respect of claims under the tax warranties or the tax covenant).

Completion is conditional on the Placing becoming unconditional (save for conditions relating to Admission). If any conditions are not satisfied on or before 31 August 2018 or, if applicable, waived, the Acquisition will not proceed.

Details of the Placing and Subscription

The Company intends to raise approximately £1.25 million (before expenses) pursuant to the Placing and Subscription at the Placing Price.

Placing

The Placing will be conducted by Cantor Fitzgerald Europe in accordance with the terms and conditions set out in the Appendix to this Announcement. The bookbuilding process will determine demand for and participation in the Placing. The bookbuilding will commence with immediate effect following this Announcement and the books are expected to close no later than 4.30 p.m. on the date of this Announcement. However, Cantor Fitzgerald Europe reserves the right to close the books earlier or later without further notice.

The timing of the closing of the books is at the absolute discretion of Cantor Fitzgerald Europe in consultation with the Company. The allocations will be determined by Cantor Fitzgerald Europe in its absolute discretion following consultation with the Company and will be confirmed orally by Cantor Fitzgerald Europe following the close of the bookbuilding process. A further announcement will then be made following the completion of the bookbuilding process.

The Placing is conditional, inter alia, upon:

·     The Company having complied with its obligations under the Placing Agreement which has been entered into between the Company and Cantor Fitzgerald Europe (save where failure to do so is not material in the context of the Placing) and to the extent that such obligations are required to be performed prior to Admission.

·     The passing of the Resolutions relating to the issue of the Placing Shares.

·     the Acquisition Agreement not having lapsed or terminated and having been completed in accordance with its terms prior to Admission.

·     Admission of the Placing Shares taking place by no later than 8.00 am on 8 August  2018 (or such later date, not being later than 8.00 a.m. on 10 September 2018, as the Company and Cantor Fitzgerald Europe may agree).

If any of the conditions are not satisfied, the Placing Shares will not be issued and all monies received from placees will be returned to them (at the placees' risk and without interest) as soon as possible.

The Placing Agreement contains customary warranties given by the Company to Cantor Fitzgerald Europe with respect to the Company's business and customary indemnities given by the Company to Cantor Fitzgerald Europe in respect of liabilities arising out of or in connection with the Placing. Cantor Fitzgerald Europe are entitled to terminate the Placing Agreement in certain circumstances prior to Admission, including circumstances where any of the warranties are found not to be true or accurate or were misleading and which in any such case is material, or on the occurrence of certain force majeure events. The new Ordinary Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after Admission of the Placing Shares and will otherwise rank on Admission pari passu in all respects with the Existing Ordinary Shares. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares, will commence at 8.00 a.m. on or around 8 August  2018 (or such later date as Cantor Fitzgerald Europe and the Company may agree).

The terms and conditions of the Placing are set out in the Appendix to this Announcement.

Subscription

Pursuant to the Subscription Agreement, Spring Ventures Group Investments Limited has conditionally agreed to subscribe for the Subscription Shares raising £250,000 in aggregate at the Placing Price. The Subscription is conditional, inter alia, on Admission becoming effective by not later than 8.00 a.m. on 10 August 2018 or such later date as the Company may determine being not later than 8.00 a.m. on 10 September 2018. The Subscription Shares will represent 3.7 per cent. of the Enlarged Share Capital.

The Subscription Agreement contains certain warranties given by the Company including the accuracy of information given to Supply Ventures Group Investments Limited and other matters relating to the Company and its business.

The Company, Cantor Fitzgerald Europe and Spring Ventures Group Investments Limited have entered into a lock-in deed, pursuant to which Spring Ventures Group Investments Limited have agreed that subject to certain customary exceptions, (i) for a period of six months from the date of Admission, neither they nor their connected persons shall transfer or dispose of the Subscription Shares; and (ii) for a further period of six months, Spring Ventures Group Investments Limited shall only be able to transfer or dispose of Ordinary Shares in which they have a beneficial interest through the Company's broker in order to maintain an orderly market in the Ordinary Shares.

Capital Reduction

In addition to the Acquisition and Placing, the Company announces that it intends to seek shareholder consent at the General Meeting to undertake a share capital re-organisation to allow the Company to make future dividend payments. There will be no change in the number of Ordinary Shares in issue (or their nominal value) following the capital re-organisation.

The Capital Reduction itself will not involve any distribution or repayment of capital or share premium by the Company, and will not reduce the underlying net assets of the Company.

The proposed capital reduction will cancel the Company's share premium account. This will create distributable reserves which will be available for the directors of the Company to use for the purposes of paying dividends, either in cash or 'in specie', should circumstances in the future make it desirable to do so.

The capital re-organisation requires both shareholder consent and the approval of the Court. Following the General Meeting, if approved, an application will be made to the Court in order to confirm and approve the Capital Reduction. The Capital Reduction is not conditional on the passing of the Resolutions, other than the Resolution relating to the approval of the Capital Reduction.

Expected timetable for the Capital Reduction

 

Court Hearing to confirm directions                                                                19 September 2018

Court Hearing to confirm Capital Reduction                                                        15 October 2018

Effective date of Capital Reduction                                                                     16 October 2018

 

 

This Announcement should be read in its entirety.  In particular, you should read and understand the information provided in the "Important Information" section of this Announcement.

FORWARD LOOKING STATEMENTS

To the extent that this Announcement contains certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance, a number of risks and uncertainties exist. The Company cautions readers that any forward-looking statement is no guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements.

A forward-looking statement can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "predict" or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding or which  make assumptions in respect of the planned use of the proceeds of the Placing, the liquidity position of the Company, the future performance of the Company, future foreign exchange rates, interest rates and currency controls, the future political and fiscal regimes in the overseas markets in which the Company operates, the Company's future financial position, plans and objectives for future operations and any other statements that are not historical fact.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market related risks such as changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements.

Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgement at the date of this Announcement and are not intended to give any assurance as to future results. Except as required by the FCA, the London Stock Exchange, the AIM Rules or any applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Cantor Fitzgerald is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom. Cantor Fitzgerald is acting exclusively for the Company and no one else in connection with the Bookbuild and the Placing, and Cantor Fitzgerald will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Bookbuild or the Placing or any other matters referred to in this announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Cantor Fitzgerald or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cantor Fitzgerald will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Cantor Fitzgerald is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

The Placing Shares to be issued and/or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than to AIM.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement. 

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

 

FOR INVITED PLACEES ONLY - IMPORTANT INFORMATION

 

This Announcement, including this Appendix and the information contained herein is restricted and is not for publication, release or distribution in or into the United States, Australia, Canada, Japan, the Republic of South Africa, the Republic of Ireland, New Zealand or any other jurisdiction in which such release, publication or distribution would be unlawful

 

Each Placee (being the person procured by Cantor Fitzgerald Europe) should consult with its own advisers as to legal, tax, business and related aspects of any subscription for and/or purchase of Placing Shares.

 

These Terms and Conditions contained within this Announcement (the "Terms and Conditions") do not constitute an offer or invitation to acquire, underwrite or dispose of, or any solicitation of any offer or invitation to acquire, underwrite or dispose of, any Ordinary Shares or other securities of the Company to any person in any jurisdiction to whom it is unlawful to make such offer, invitation or solicitation in such jurisdiction. Persons who seek to participate in the Placing must inform themselves about and observe any such restrictions and must be persons who are able to lawfully receive this Announcement in their jurisdiction. In particular, these Terms and Conditions do not constitute an offer or invitation (or a solicitation of any offer or invitation) to acquire, underwrite or dispose of or otherwise deal in any Ordinary Shares or other securities of the Company in the United States, Canada, Australia, Japan, Singapore or the Republic of South Africa, subject to certain limited exemptions.

 

Members of the public are not eligible to take part in the Placing and each Placee agrees, warrants and represents that it is not acquiring Placing Shares on behalf of members of the public or its Retail Clients (as that term is defined in the Rules of the FCA), save where the Placee does so on a fully discretionary basis and without reference to any such Retail Clients. In the UK, these Terms and Conditions are information purposes only and are directed only at: (A) persons in member states of the European Economic Area who are Qualified Investors as defined in section 86(7) of FSMA, ("Qualified Investors") being persons falling within the meaning of Article 2(1)(e) of the EU Prospectus Directive (which means directive 2003/71/EC (as amended by directive 2010/73/EC)) and includes any relevant implementing directive measure in any member state (the "Prospectus Directive"); (B) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments and are "investment Professionals" falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order (iii) existing Shareholders of the Company falling within article 43(2) of the Order; or (C) are persons to whom they may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons").

 

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or in any other jurisdiction. No offering document or prospectus has been or will be submitted to be approved by the Financial Conduct Authority, the London Stock Exchange or any other regulatory body in relation to the Placing and Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this Announcement and the terms and conditions contained in this Appendix.

 

The price of Ordinary Shares in the Company and the income from them (if any) may go down as well as up and investors may not get back the full amount invested on disposal of Ordinary Shares.

 

The Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under any other securities legislation of any state of the United States or registered or qualified under the applicable securities laws of any province of Canada or Australia, Japan, Singapore or the Republic of South Africa. Accordingly, the Placing Shares may not, subject to certain limited exceptions, be offered or sold, directly or indirectly, within the United States, any province of Canada or Australia, Japan, Singapore or the Republic of South Africa or a national, citizen or resident of any province of Canada or Australia, Japan, Singapore or the Republic of South Africa. The Placing Shares are being offered and sold outside the United States in offshore transactions complying with Regulation S under the Securities Act, which provides an exemption from the requirement to register the offer and sale under the Securities Act.

 

These Terms and Conditions apply to any person who offers to subscribe for or purchase Placing Shares in the Placing. Each person invited to, and who chooses to, participate in the Placing (a "Placee") to whom these Terms and Conditions apply, as described below, who confirms his agreement, whether by telephone or otherwise, with Cantor Fitzgerald Europe to subscribe for and/or purchase Placing Shares in the Placing, hereby agrees with Cantor Fitzgerald Europe to be legally and irrevocably bound by these Terms and Conditions which will be the Terms and Conditions on which the Placing Shares will be acquired and purchased in the Placing.

 

Capitalised terms not otherwise defined in this Appendix are as defined in the Announcement relating to the Placing of which this Appendix forms a part.

 

The Terms and Conditions must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which the Terms and Conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. A Placee may not assign, transfer, or in any manner, deal with its rights and obligations under the agreement arising from the acceptance of the Placing, without the prior written agreement of Cantor Fitzgerald Europe, in accordance with all relevant requirements. This Appendix does not itself constitute an offer for sale or subscription of any securities in the Company.

 

All times and dates in this Appendix are references to times and dates in London (United Kingdom).

 

Terms of the Placing

 

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.  The number of Placing Shares will be agreed between the Company and Cantor Fitzgerald Europe following completion of a Bookbuilding exercise by Cantor Fitzgerald Europe. The number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.

 

Each Placee's commitment to subscribe for or purchase a fixed number of Placing Shares under the Placing will be agreed orally with Cantor Fitzgerald Europe and such agreement will constitute a binding irrevocable commitment by a Placee, subject to the Terms and Conditions set out in this Appendix, to subscribe or purchase and pay for the relevant number of Placing Shares (the "Placing Participation") at the Placing Price. Such commitment is not capable of termination or rescission by the Placee in any circumstances except fraud. All such obligations are entered into by the Placee with Cantor Fitzgerald Europe acting in its capacity as agent of the Company and are therefore directly enforceable by the Company.

 

After such agreement is entered into, each Placee allocated Placing Shares in the Placing will be sent a confirmatory email stating the number of Placing Shares allocated to it at the Placing Price, the total subscription and/or purchase amount payable to Cantor Fitzgerald Europe and including settlement instructions (the "Confirmation Note").

 

Each Placee will be deemed to have read and understood this Announcement and Appendix in its entirety. Cantor Fitzgerald Europe is acting for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of these Terms and Conditions) as a client in relation to the Placing and to the fullest extent permitted by law and applicable FCA rules, neither Cantor Fitzgerald Europe nor any of its affiliates will have any liability, obligation or duty to Placees or to any person other than the Company in respect of the Placing.

 

The Placing Shares will, when issued, rank pari passu in all respects and form one class with the Existing Ordinary Shares of the Company in issue on Admission, including the right to receive dividends or other distributions, if any. The Placing Shares will be issued free of any encumbrance, lien or other security interest.

 

Application for Admission

 

Application will be made to the London Stock Exchange for Admission. It is anticipated that Admission will become effective at 8.00 a.m. on 08 August 2018 and that dealings in the Placing Shares will commence at that time and date for normal account settlement.

 

Placing Participation conditions

 

Each Placee's Placing Participation is in all respects conditional upon, inter alia:-

 

(i)       the Placing Agreement entered into between Cantor Fitzgerald Europe and the Company relating to the placing of the Placing Shares becoming unconditional in all respects and not having been terminated in accordance with its terms; and

 

(ii)      Admission having become effective,

 

in each case by 8.00 a.m. on 08 August  2018 (or such later time and/or date as the Company and Cantor Fitzgerald Europe agree, but in any event being no later than 8.00 a.m. on 10 September 2018 (the "Long Stop Date")).

 

Scaling back

 

Cantor Fitzgerald Europe (after consulting with the Company) reserves the right to scale back the number of Placing Shares to be subscribed or purchased by any Placee or the number of Placing Shares to be subscribed for or purchased by all Placees in aggregate. The Company and Cantor Fitzgerald Europe also reserve the right not to offer allocations of Placing Shares to any person and not to accept offers to subscribe for or purchase Placing Shares or to accept such offers in part rather than in whole. Cantor Fitzgerald Europe shall be entitled to effect the Placing by such method as it shall in its sole discretion determine in consultation with the Company.

 

To the fullest extent permissible by law, neither Cantor Fitzgerald Europe or any CFE Affiliate, nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Company, Cantor Fitzgerald Europe nor any CFE Affiliates nor any person acting on behalf of any such person shall have any liability to Placees in respect of Cantor Fitzgerald Europe's conduct of the Placing. 

 

Placing Agreement

 

Pursuant to the Placing Agreement, Cantor Fitzgerald Europe has agreed on behalf of and as agent of the Company, to use its reasonable endeavours to procure persons who will subscribe for the Placing Shares at the Placing Price, subject to these Terms and Conditions. The Placing is not underwritten.

 

Conditions of the Placing

 

The obligations of Cantor Fitzgerald Europe under the Placing are conditional on, inter alia:

 

(a)        the Placing Agreement being entered into by the parties thereto and not having been terminated in accordance with its terms prior to Admission;

 

(b)        the General Meeting having been duly convened and held and the Resolutions having been duly passed without amendment;

 

(c)        the warranties contained in the Placing Agreement being true and accurate and not misleading in all material respects at all times before Admission;

 

(d)        there having been no development or event (nor any development or event involving a prospective change of which the Company is, or might reasonably be expected to be, aware) which will or is likely to have a material adverse effect on the condition (financial or otherwise), prospects, management, results of operations, financial position, business or general affairs of the Company or of the Group, respectively;

 

(e)        the Placing Shares having been allotted, subject only to Admission, in accordance with the Placing Agreement; and

 

(f)         Admission taking place not later than 8.00 a.m. on 08 August 2018 or such later date as the Company and Cantor Fitzgerald Europe may otherwise agree (but not being later than 8.00 a.m. on the Long Stop Date).

 

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or, where applicable, waived by Cantor Fitzgerald Europe by the respective time or date where specified (or such later time or date as the Company, Cantor Fitzgerald Europe may agree not being later than 10 September 2018), or (ii) the Placing Agreement is terminated as described below, the Placing in relation to the Placing Shares will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

 

Each of Cantor Fitzgerald Europe may, in its absolute discretion, waive, or extend the period (up to the Longstop Date) for fulfilment of the conditions in the Placing Agreement, save that the condition set out in paragraph (e) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

 

The Placing Agreement, contains, inter alia, certain warranties and indemnities from the Company for the benefit of Cantor Fitzgerald Europe.

 

Right to terminate under the Placing Agreement

 

Cantor Fitzgerald Europe may, in its absolute discretion, terminate its obligations pursuant to the Placing Agreement prior to Admission becoming effective if, inter alia:

 

a)   the fulfilment by the Company of its obligations under the Placing Agreement to the extent falling to be performed prior to Admission;

 

b)   the obligations of Cantor Fitzgerald not having been terminated before Admission pursuant to the Placing Agreement;

 

c)   there being no breach of any of the warranties in the Placing Agreement and there having been no breach of any of the warranties at any time following the date of the Placing Agreement up to and including the time of Admission with reference to the facts which shall then exist which in any such case is material in the context of the Placing;

 

d)   prior to Admission there having been no development or event which will or is likely to have a material adverse effect on or affecting the operations, the condition (financial, operational, legal or otherwise), prospects, management, results of operations, financial position, business or general affairs of the Company or Group respectively, taken as a whole, whether or not foreseeable and whether or not arising in the ordinary course of business;

 

e)   the delivery by the Company to Cantor Fitzgerald immediately prior to Admission of a certificate signed by a duly authorised officer of the Company as set out in the Placing Agreement;

 

f)    no new factor, mistake or inaccuracy having arisen or been noted before Admission, which, in the opinion of Cantor Fitzgerald, in any such case is material in the context of the Placing;

 

g)   the authorities given by the Company in the Placing Agreement remaining in full force and effect at all times up to and including Admission;

 

h)   Admission having taken place by no later than 8.00 a.m. on the Admission Date (as defined in the Placing Agreement);

 

i)    there not having occurred or arisen prior to Admission the discovery of any material inaccuracy in, or omission from, the Circular;

 

j)    the due passing of the Resolutions without material amendment and the Resolutions becoming unconditional and remaining in force; and

 

k)   the Share Purchase Agreement:

 

i.           not having lapsed or been terminated; and

ii.          having completed in accordance with its terms, subject only to Admission and payment of the consideration due on completion.

The exercise by Cantor Fitzgerald Europe of any right of termination (or any right of waiver exercisable by Cantor Fitzgerald Europe) contained in the Placing Agreement or the exercise of any discretion under the Terms and Conditions set out herein is within the absolute discretion of Cantor Fitzgerald Europe and Cantor Fitzgerald Europe will have no liability to Placees whatsoever in connection with any decision to exercise or not exercise any such rights.

 

By accepting the Placing Shares referred to in the Announcement to which this Appendix is annexed, each Placee agrees that, without having any liability to such Placee, Cantor Fitzgerald Europe may, in its absolute discretion, exercise the right, (i) to extend the time for fulfilment of any of the conditions in the Placing Agreement (provided that Placees' commitments are not extended beyond the Long Stop Date), (ii) to waive, in whole or in part, fulfilment of certain of the conditions; or (iii) to terminate the Placing Agreement in each case without consulting Placees (or any of them).

 

If (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived) or (ii) the Placing Agreement are terminated or (iii) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will not proceed and all funds delivered by Placees to Cantor Fitzgerald Europe or the Company pursuant to the Placing and this Appendix will be returned to Placees at their risk without interest, and Placees' rights and obligations under the Placing shall cease and determine at such time and no claim shall be made by Placees in respect thereof.

 

Registration and Settlement

 

Settlement of transactions in the Placing Shares (ISIN: GB0031410581) following Admission will take place within CREST (subject to certain exceptions). If a Placee wishes to receive its Placing Shares in certificated form, it should contact Kellyann Leeds at Cantor Fitzgerald Europe (+44 (0)20 7894 7913) as soon as possible after receipt of its Confirmation Note. Cantor Fitzgerald Europe reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

 

It is expected that settlement will be on 08 August  2018 in accordance with the instructions set out in the Confirmation Note.

 

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of three (3) percentage points above The Royal Bank of Scotland plc's base rate, with interest compounded on a daily basis.

 

Each Placee is deemed to agree that, if it does not comply with these obligations, Cantor Fitzgerald Europe may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Cantor Fitzgerald Europe's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Cantor Fitzgerald Europe all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Cantor Fitzgerald Europe lawfully takes in pursuance of such sale.

 

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Confirmation Note is copied and delivered immediately to the relevant person within that organisation.

 

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax.

 

Placees will not be entitled to receive any fee or commission in connection with the Placing.

 

The relevant settlement details are as follows:

CREST participant ID of Cantor Fitzgerald	635
LEI for Cantor Fitzgerald	549300KM6VUHPKQLQX53
Expected trade date	06 August 2018
Settlement date	08 August 2018
ISIN Code for the Placing Shares	GB0031410581
Deadline for Placees to input instructions into CREST	12.00 p.m. (UK time) on 06 August  2018

 

Further Terms, Confirmations and Warranties

 

Participation in the Placing is only available to Persons who may lawfully be, and are, invited to participate in it by in Cantor Fitzgerald Europe.

 

By accepting the Placing Participation referred to in the Confirmation Note, each Placee (and any person acting on such Placee's behalf) makes the following confirmations, acknowledgements, representations, warranties and/or undertakings to Cantor Fitzgerald Europe and the Company, where applicable, and their respective directors, agents and advisers:

 

1            each Placee confirms, represents and warrants that it has read and understood this Announcement (including this Appendix) in its entirety and acknowledges that its Placing Participation will be governed by the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings of this Appendix;

 

2            each Placee acknowledges and agrees that its Placing Participation on the Terms and Conditions set out in this Appendix is legally binding, irrevocable and is not capable of termination or rescission by such Placee in any circumstances;

 

3            each Placee confirms, represents and warrants that it has not relied on, received or requested nor does it have any need to receive, any prospectus, offering memorandum, listing particulars or any other document (other than this Announcement), any information given or any representations, warranties agreements or undertakings (express or implied), written or oral, or statements made at any time by the Company, Cantor Fitzgerald Europe or, where applicable, by any subsidiary, holding company, branch or associate of the Company, Cantor Fitzgerald Europe, or any of their respective officers, directors, agents, employees or advisers, or any other person in connection with the Placing, the Company and its subsidiaries or the Placing Shares and that in making its application under the Placing it is relying solely on the information contained in the Announcement and this Appendix and it will not be relying on any agreements by the Company and its subsidiaries, or Cantor Fitzgerald Europe or any director, employee or agent of the Company and Cantor Fitzgerald Europe other than as expressly set out in this Appendix for which none of the Company nor Cantor Fitzgerald Europe or any of their directors and/or employees and/or person(s) acting on behalf of any of them shall to the maximum extent permitted under law have any liability except in the case of fraud;

 

4            each Placee confirms, represents and warrants that it is sufficiently knowledgeable to understand and be aware of the risks associated with, and other characteristics of, the Placing Shares and, among others, of the fact that it may not be able to resell the Placing Shares except in accordance with certain limited exemptions under applicable securities legislation and regulatory instruments;

 

5            each Placee confirms, represents and warrants, if a company, that it is a valid and subsisting company and has all the necessary corporate capacity and authority to execute its obligations in connection with the Placing Participation and confirms, represents and warrants that any person who confirms to Cantor Fitzgerald Europe on behalf of a Placee an agreement to subscribe for Placing Shares is duly authorised to provide such confirmation to Cantor Fitzgerald Europe;

 

6            each Placee agrees that the exercise by Cantor Fitzgerald Europe of any right of termination or any right of waiver exercisable by Cantor Fitzgerald Europe contained in the Placing Agreement or the exercise of any discretion including (without limitation) the right not to enter into the Placing Agreement is within the absolute discretion of Cantor Fitzgerald Europe and Cantor Fitzgerald Europe will not have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights. Each Placee acknowledges that if (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived) or (ii) the Placing Agreement is terminated or (iii) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will lapse and such Placee's rights and obligations in relation to the Placing shall cease and determine at such time and no claim shall be made by any Placee in respect thereof;

 

7            each Placee acknowledges and agrees that Cantor Fitzgerald Europe is not acting for, and that it does not expect Cantor Fitzgerald Europe to have any duties or responsibilities towards, such Placee, including, without limitation, for providing protections afforded to customers or clients of Cantor Fitzgerald Europe under the FCA's Conduct of Business Source Book or advising such Placee with regard to its Placing Participation and that such Placee is not, and will not be, a customer or client of Cantor Fitzgerald Europe as defined by the FCA's Conduct of Business Source Book in connection with the Placing. Likewise, Cantor Fitzgerald Europe will not treat any payment by such Placee pursuant to its Placing Participation as Client Money governed by the FCA's Client Assets Sourcebook;

 

8            each Placee undertakes and agrees that it will be responsible for any stamp duty or stamp duty reserve tax in relation to the Placing Shares comprised in its Placing Participation and that neither Cantor Fitzgerald Europe nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax in relation to the Placing Shares comprised in such Placee's Placing Participation;

 

9            each Placee confirms, represents and warrants that it is a Relevant Person and that it may lawfully subscribe for or acquire the Placing Shares comprised in such Placee's Placing Participation and that it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by such Placee in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

 

10          nothing has been done or will be done by it in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any shares in the capital of the Company in accordance with FSMA or the UK Prospectus Rules or in accordance with any other laws applicable in any part of the European Union or the European Economic Area;

 

11          if a Placee is an investor located within a member state of the European Economic Area, it is: (i) a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive; and (ii) a "professional client" or an "eligible counterparty" within the meaning of Article 4(1)(11) and Article 24(2), (3) and (4), respectively, of Directive 2004/39/EC as implemented into national law of the relevant EEA state;

 

12          each Placee acknowledges and agrees that the agreement confirmed by the Confirmation Note is a legally binding contract between it and the Company and the Terms and Conditions of such Placee's Placing Participation will be governed by, and construed in accordance with, the laws of England and Wales to the exclusive jurisdiction of whose courts such Placee irrevocably agrees to submit;

 

13          each Placee agrees that it will ensure delivery and payment is completed in accordance with the settlement instructions set out in the Confirmation Note (or as separately agreed with Cantor Fitzgerald Europe in the case of certificated settlement) and acknowledges and agrees that time shall be of the essence as regards such Placee's obligations pursuant to its Placing Participation;

 

14          each Placee acknowledges and agrees that it is the responsibility of such Placee (if it is outside of the United Kingdom) to satisfy itself that, in doing so, such Placee complies with the laws of any relevant territory in connection with its Placing Participation and that it obtains any requisite governmental or other consents and observes any other applicable formalities;

 

15          each Placee acknowledges and agrees that the Announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, Placing Shares in any jurisdiction in which such an offer or solicitation is unlawful. Accordingly, such Placee acknowledges and agrees that the Placing Shares may not, subject to certain limited exceptions, be offered or sold, directly or indirectly, in or into the United States, any province of Canada or Australia, Japan, Singapore or the Republic of South Africa or offered or sold to, or for the account or benefit of, a national, citizen or resident of the United States, any province of Canada or Australia, Japan, Singapore or the Republic of South Africa, in each case subject to limited exemptions, or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction;

 

16          each Placee acknowledges and agrees that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, or the relevant Canadian, Japanese, Australian, Singapore or South African securities legislation and therefore the Placing Shares may not be offered, sold, transferred or delivered directly or indirectly into the United States, Canada, Japan, Australia, Singapore or the Republic of South Africa or their respective territories and possessions, subject to limited exemptions, and in the case of the United States, pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act and in compliance with United States securities laws;

 

17          each Placee confirms, represents and warrants that it has complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with its Placing Participation, complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Cantor Fitzgerald Europe, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing or such Placee's Placing Participation;

 

18          each Placee confirms, represents and warrants that its subscription for Placing Shares does not trigger, in the jurisdiction in which such Placee is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such subscription; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of Cantor Fitzgerald Europe or the Company;

 

19          each Placee confirms, represents and warrants it is acting as principal and for no other person and that its Placing Participation will not give any other person a contractual right to require the issue by the Company of any Placing Shares;

 

20          each Placee confirms, represents and warrants that in accepting its Placing Participation it is not applying for registration as, or as a nominee or agent for, a person who is or may be a person mentioned in sections 67 to 72 inclusive and sections 93 to 97 inclusive of the Finance Act 1986;

 

21          each Placee confirms, represents and warrants that, to the extent applicable to it, it is aware of its obligations in connection with the Criminal Justice Act 1993, the Terrorism Act 2006, the UK Anti-Terrorism Crime and Security Act 2001, the Money Laundering Regulations 2007, the Proceeds of Crime Act 2002 and the Market Abuse Regulation (EU No 596/2014), it has identified its clients in accordance with the Money Laundering Regulations 2007 and it has complied fully with its obligations pursuant to all such laws and regulations;

 

22          each Placee acknowledges and agrees that all times and dates in this Announcement and the Terms and Conditions set out in this Appendix, may be subject to amendment and that Cantor Fitzgerald Europe will notify it of any such amendments;

 

23          each Placee acknowledges and agrees that no term of the agreement confirmed by the Confirmation Note shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person other than Cantor Fitzgerald Europe or any affiliate of Cantor Fitzgerald Europe or any Indemnified Person (as hereinafter defined);

 

24          each Placee acknowledges that any of its monies held or received by Cantor Fitzgerald Europe will not be subject to the protections conferred by the FCA's Client Money Rules;

 

25          each Placee confirms, represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered or sold or otherwise transferred in the United States or to, or for the account or benefit of, US Persons except pursuant to a registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, and, in connection with any such transfer, the Company will have the right to obtain, as a condition to transfer, a legal opinion of counsel, in form and by counsel reasonably satisfactory to the Company, that no such Securities Act registration is or will be required along with appropriate certifications by the transferee as to the 'Accredited Investor' status and/or other appropriate matters;

 

26          each Placee confirms, represents and warrants that it has not distributed, forwarded, transferred or otherwise transmitted this Announcement or any other presentation or offering materials concerning the Placing Shares within the United States, nor will it do any of the foregoing. Such Placee further confirms that it understands that the information in this Announcement, including financial information, may be materially different from any disclosure that would be provided in a US offering;

 

27          each Placee confirms represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances which do not require the approval of the communication by an authorised person under section 21(1) of the FSMA;

 

28          each Placee agrees, confirms, represents, warrants and undertakes as follows:-

 

28.1      it is, at the time of the offer and acceptance of the Placing Shares, outside the United States for the purposes of Regulation S;

 

28.2      it will not offer or sell the Placing Shares in the United States absent registration or an exemption from registration under the Securities Act;

 

28.3      it is aware that the Placing Shares are being offered outside the United States in reliance on Regulation S; and

 

28.4      it did not purchase or otherwise acquire the Placing Shares based on or due to directed selling efforts (as defined in Rule 902 under the Securities Act), including based on an advertisement in a publication with a general circulation in the United States, nor has it seen or been aware of any activity that, to its knowledge, constitutes directed selling efforts in the United States;

 

29          if it is subscribing for and/or purchasing the Placing Shares in the United Kingdom, each Placee is a person falling within the exemption contained in Section 86(1)(a) of FSMA or falling within one or more of the categories of persons set out in Article 19 (Investment Professionals) or Article 49 (High net worth companies, unincorporated associations etc.) of the Order;

 

30          each Placee confirms, represents and warrants that, in making the investment decision with respect to the Placing Shares, it has:-

 

30.1       not relied on the Company, Cantor Fitzgerald Europe or any of its respective affiliates or on any document published by any of them;

 

30.2       the ability to bear the economic risk of its investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares;

 

30.3       such knowledge and experience in financial and business matters that it is capable of evaluating the merits, risks and suitability of investing in the Placing Shares, and is able to sustain a complete loss of any investment in the Placing Shares; and

 

30.4       investigated independently and made its own assessment and satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares, including any federal, state and local tax consequences, affecting it in connection with its subscription for and/or purchase of and any subsequent disposal of the Placing Shares;

 

31          each Placee acknowledges and agrees that it is not entitled to the protections afforded to clients of Cantor Fitzgerald Europe in connection with the Placing and that neither Cantor Fitzgerald Europe nor any of its affiliates nor any of their respective officers, directors, employees or advisers shall be liable for any losses (including, without limitation, loss of profit, loss of business or opportunity and special interest or consequential losses), damages or costs of the Placee save as a result of fraud or for death or personal injury;

 

32          each Placee acknowledges that the rights and remedies of Cantor Fitzgerald Europe and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one right or remedy will not prevent the exercise of the other rights and/or remedies;

 

33         each Placee undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Cantor Fitzgerald Europe may in its sole discretion determine and without liability to such Placee and such Placee will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear the liability for any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to or referred to in these Terms and Conditions) which may arise upon the placing or sale of such Placee's Placing Shares on its behalf;

 

34         each Placee confirms, represents and warrants that, unless paragraph (34) below applies, it has neither received nor relied on any inside information (for the purpose of and section 56 of the CJA) in relation to its participation in the Placing;

 

35         each Placee confirms, represents and warrants that if it has received any inside information (for the purposes of the Market Abuse Regulation and section 56 of the CJA) in relation to the Company and its securities, it confirms that it has received such information within the marketing soundings regime provided for in article 11 of the Market Abuse Regulation and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

 

36         it agrees to be bound by the terms of the Articles of Association of the Company; and

 

37         each Placee acknowledges that the Company, Cantor Fitzgerald Europe, Euroclear, the Registrar, any transfer agent, any distributors or dealers and their respective affiliates and others will rely on the truth and accuracy of the foregoing warranties, acknowledgements, representations, undertakings and agreements, and agrees to notify the Company and Cantor Fitzgerald Europe promptly in writing if any of its warranties, acknowledgements, representations, undertakings or agreements set out above cease to be accurate and complete and to indemnify and hold harmless on an after-tax basis the Company, Cantor Fitzgerald Europe and any of their respective officers, directors, agents, employees or advisers (the "Indemnified Persons") from and against any and all loss, damage, liability or expense, including reasonable costs and attorneys' fees and disbursements, which an Indemnified Person may incur by reason of, or in connection with, any representation or warranty made by such Placee as set out above not having been true when made, any misrepresentation made or any failure by such Placee to fulfil any of its undertakings or agreements set out above or any other document such Placee provides to the Company or Cantor Fitzgerald Europe. Such Placee irrevocably authorises each of the Company and Cantor Fitzgerald Europe to produce a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

 

Governing Law and Jurisdiction

 

The agreement arising out of acceptance of the Placing and any dispute or claim arising out of or in connection with the Placing or formation thereof (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England. Each Placee irrevocably agrees to submit to the exclusive jurisdiction of the courts of England to settle any claim or dispute that arises out of or in connection with the agreement arising out of

acceptance of the Placing or its subject matter or formation (including non-contractual disputes or claims).

 

CREST and certificated Placing Shares

 

The Placing Shares, once issued, will be admitted to CREST with effect from Admission. Placees will receive Placing Shares comprised in their Placing Participation in uncertificated form registered in their CREST member account. If Placees do not provide any CREST details or if Placees provide insufficient CREST details to match within the CREST system to their details, Cantor Fitzgerald Europe may, at its discretion, deliver Placing Shares comprised in any such Placee's Placing Participation in certificated form provided payment has been made in terms satisfactory to Cantor Fitzgerald Europe and all conditions in relation to the Placing have been satisfied or waived.

 

Responsibility

 

The Terms and Conditions set out in this Appendix and the Announcement of which it forms part have been issued by the Company and are the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Cantor Fitzgerald Europe or any of its directors, officers, employees, affiliates, branches, advisers, consultants or agents or any other person as to or in relation to, the accuracy or completeness of the Announcement and the Appendix or any other written or oral information made available to any placee, or any person acting on such placee's behalf or any of its advisers, and any liability therefor is expressly disclaimed.